High Court of Australia

Pilmer v The Duke Group Limited (in liq) [2001] HCA 31

207 CLR 165; 75 ALJR 1067; 180 ALR 249

31 May 2001

Case Number: A46/1999

Before

McHugh, Gummow, Kirby, Hayne, Callinan JJ

Catchwords

Contract – Breach - Damages - Calculation of loss - Contract of retainer for valuation of subject of takeover bid - Plaintiff company effected takeover in reliance on valuation made in breach of duty of care - Had valuation been accurate plaintiff would not have proceeded - Consideration included cash and issue and allotment of shares - Whether plaintiff suffered loss by issue of shares - Whether damages include sum representing market value of shares issued under agreement.

Companies – Company finance - Share capital - Maintenance of capital - Company limited by shares - Company issuing new shares - Issue and allotment otherwise than for cash - Whether company suffers loss by reason of issuing new shares.

Equity – Fiduciary duties - Duty of loyalty - Conflict of duties and interests - Conflict of duty and duty - Accountant retained by company to give independent expert valuation report to be placed before shareholders - Whether accountant owed fiduciary duties to company - Principles of causation in equity.

Equity – Equitable remedies - Equitable compensation - Assessment - Reduction for contributing fault.

ASX (Australian Stock Exchange Ltd) Listing Rules – Listing Rule 3J(3).

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